The corporate structure being implemented preserves the individual identities of the two hospitals, their boards of trustees, medical staffs and aid societies, while allowing for the creation of additional corporations under the holding company.

Both hospitals' boards of trustees, which approved a summary plan of reorganization last month, will vote on amendments to bylaws and charters on Nov. 25, paving the way for the incorporation.

William Koughan, president of St. Luke's, will serve as chief executive officer of the holding company and of the managementcompany, while Joseph Fitzgerald, president of MHC, will be senior vice president of the holding company and of the management company.

The two Bethlehem area health care institutions, which have a combined operating budget of more than $80 million and 567 beds, announced on July 23 their intention to strengthen their already sound financial positions by affiliating. At that time an eight-man implementation committee composed of four members from each hospital board was set in place to put together the corporate structure.

Headed by Lehigh University Vice President and Treasurer John W. Woltjen, the implementation committee members will now form the first board of governors of the holding company.

With the inauguration of the new parent company, the Muhlenberg Corp., a holding company formed by Muhlenberg in June 1983 to oversee four separate land and investment corporations, will "be folded back into MHC," and, along with the Foundation of Muhlenberg Medical Center, which handled fund-raising for the hospital, will essentially go out of existence.

- The Realty Corp., which manages the property and building housing Miller Memorial Blood Center.

- Northampton Investment Corp., which owns an undeveloped 25-acre parcel of land on the east side of Schoenersville Road in Hanover Township, Northampton County.

- Lehigh Investment Corp., which owns an undeveloped 25-acre property on the west side of Schoenersville Road in Bethlehem. The Psychiatric Institute of America had proposed leasing this property from MHC for a hospital.

"What we're doing is moving up those assets not restricted by either hospital to the holding company," said Koughan in a recent interview. Among restricted assets would be gifts from donors specified for a particular institution, endowments and trusts.

Fitzgerald said MHC has "a couple of small endowments and bequests that were earmarked for certain things at the hospital and trust funds" that are small.

Besides the assets, both health care providers can put their liabilities under the control of the new parent corporation, a move which will require the consent of the lenders.

"It is our suspicion that the lenders would be delighted to see us move those up (to the parent corporation)," according to Koughan. "There is a much more substantial corporation that will be responsible."

Fitzgerald, saying MHC has some liability related to bond issues in 1977 and 1981 for major renovation and expansion work, added, "It will be a very willing consent because from the bondholders' standpoint this is a much better position than a single entity hospital."

St. Luke's has outstanding debt on its $35-million Horizons Building project, but Koughan said he could not estimate the amount of debt from both institutions coming under the control of the parent corporation at this time.

The management company, oneof the seven corporate subsidiaries, "was put into effect to preserve the non-profit status of the holding company," and to meet certain Internal Revenue Service codes and other legalities, explained Koughan.